Merger cashes out United Homes Group (UHG) director’s holdings

Rhea-AI Filing Summary

United Homes Group, Inc. director Robert F. Dozier’s equity was effectively cashed out in connection with a merger. Under an Agreement and Plan of Merger, each share of Class A Common Stock was canceled and converted into the right to receive $1.18 per share in cash, less tax withholding.

Dozier disposed of 62,019 shares of Class A Common Stock to the issuer and, through accelerated Earn Out Shares, acquired and then received an additional 17,690 shares for no extra consideration, all converted into the same cash amount per share. Several stock option grants covering a combined 153,479 underlying shares at exercise prices ranging from $2.80 to $11.64 were canceled with no cash paid. After these transactions, Dozier held no remaining common shares or options.

Insights

Insider transactions & M&A analyst

Director’s stake is cashed out in a merger while options expire worthless.

The filing shows Robert F. Dozier, a director of United Homes Group, Inc., exiting his equity position due to a completed merger. Each Class A share was converted into the right to receive $1.18 in cash, indicating a full cash-out of his common stock and accelerated Earn Out Shares.

At the same time, multiple stock option awards, covering 153,479 underlying shares at exercise prices between $2.80 and $11.64, were canceled without any cash payment. This suggests that only the common equity benefited from the merger terms, while the options had no residual value under the agreement.

Following these actions, Dozier holds no Class A Common Stock or options according to this filing. For investors, the key takeaway is that the merger has closed and converted director-level equity into cash at a defined per-share price, with derivative awards eliminated under the negotiated terms.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Dozier Robert F.

Role null

Type	Security	Shares	Price	Value
Other	Rights to Receive Earn Out Shares	17,690	$0.00	--
Disposition	Stock Option (Right to Buy)	35,479	$0.00	--
Disposition	Stock Option (Right to Buy)	50,000	$0.00	--
Disposition	Stock Option (Right to Buy)	34,000	$0.00	--
Disposition	Stock Option (Right to Buy)	34,000	$0.00	--
Grant/Award	Class A Common Stock	17,690	$0.00	--
Disposition	Class A Common Stock	62,019	$0.00	--

Holdings After Transaction: Rights to Receive Earn Out Shares — 0 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 62,019 shares (Direct, null)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount"). The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class A Common Stock for no additional consideration. Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.

Key Figures

Common shares disposed: 62,019 shares Merger cash consideration: $1.18 per share Earn Out Shares: 17,690 shares +5 more

8 metrics

Common shares disposed 62,019 shares Class A Common Stock canceled for cash in merger

Merger cash consideration $1.18 per share Per Share Amount for each Class A Common share

Earn Out Shares 17,690 shares Rights to Earn Out Shares accelerated and settled in stock

Options canceled at $2.80 35,479 options Stock options with $2.80 exercise price terminated without payment

Options canceled at $4.42 34,000 options Stock options with $4.42 exercise price terminated without payment

Options canceled at $7.16 34,000 options Stock options with $7.16 exercise price terminated without payment

Options canceled at $11.64 50,000 options Stock options with $11.64 exercise price terminated without payment

Post-transaction holdings 0 shares Total Class A Common Stock held after merger-related disposition

Key Terms

Agreement and Plan of Merger, Per Share Amount, Earn Out Shares, Rights to Receive Earn Out Shares, +2 more

6 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Per Share Amount financial

"to receive cash in an amount equal to $1.18 per share ... (the "Per Share Amount")"

Earn Out Shares financial

"The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023."

Rights to Receive Earn Out Shares financial

"security_title": "Rights to Receive Earn Out Shares""

wholly owned subsidiary regulatory

"the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

stock option financial

"Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment"

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dozier Robert F.

(Last) (First) (Middle)

917 CHAPIN ROAD

(Street)

CHAPIN SOUTH CAROLINA 29036

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
United Homes Group, Inc. [ UHG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/04/2026		A(3)		17,690	A	(3)	62,019	D
Class A Common Stock	05/04/2026		D		62,019	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Rights to Receive Earn Out Shares(2)	$0	05/04/2026		J(3)			17,690	(2)	03/30/2028	Class A Common Stock	17,690	(3)	0	D
Stock Option (Right to Buy)	$2.8	05/04/2026		D			35,479	(4)	01/19/2032	Class A Common Stock	35,479	(4)	0	D
Stock Option (Right to Buy)	$11.64	05/04/2026		D			50,000	(4)	05/25/2033	Class A Common Stock	50,000	(4)	0	D
Stock Option (Right to Buy)	$7.16	05/04/2026		D			34,000	(4)	02/26/2034	Class A Common Stock	34,000	(4)	0	D
Stock Option (Right to Buy)	$4.42	05/04/2026		D			34,000	(4)	01/22/2035	Class A Common Stock	34,000	(4)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2026 (the "Merger Agreement"), among the Issuer, Stanley Martin Homes, LLC ("Parent") and Union MergeCo, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger") and each share of Class A Common Stock was canceled and converted into the right to receive cash in an amount equal to $1.18 per share, without interest thereon, less applicable tax withholding (the "Per Share Amount").

2. The Reporting Person received these securities in connection with the merger of Great Southern Homes, Inc. into a wholly owned subsidiary of the Issuer. The right to receive the Earn Out Shares became fixed and irrevocable on March 30, 2023.

3. As a result of the Merger, the Earn Out Shares were accelerated and the Reporting Person received shares of Class A Common Stock for no additional consideration.

4. Pursuant to the Merger Agreement, the option was canceled and terminated without any cash payment being made in respect thereof.

	/s/ Robert F. Dozier, By Kathryn Simons through Power of Attorney	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What happened to Robert F. Dozier’s United Homes Group (UHG) common stock in this filing?

Robert F. Dozier’s Class A Common Stock was canceled in a merger and converted into the right to receive $1.18 in cash per share, less applicable tax withholding. This transaction effectively cashed out his direct common stock holdings in United Homes Group.

How many United Homes Group (UHG) shares did the director dispose of in the merger?

The director disposed of 62,019 shares of Class A Common Stock to the issuer in connection with the merger. Those shares were converted into the right to receive cash at $1.18 per share, reflecting a full exit from that equity position.

What are the Earn Out Shares mentioned for United Homes Group (UHG) in this Form 4?

The filing notes rights to receive 17,690 Earn Out Shares, tied to a prior merger involving Great Southern Homes, Inc. These rights became fixed on March 30, 2023, then were accelerated by the new merger and settled in Class A Common Stock for no additional consideration.

What happened to Robert F. Dozier’s United Homes Group (UHG) stock options?

Several stock option grants covering 153,479 underlying shares with exercise prices from $2.80 to $11.64 per share were canceled and terminated under the merger agreement. Footnotes state that no cash payment was made in respect of these options when they were canceled.

Did Robert F. Dozier retain any United Homes Group (UHG) equity after these transactions?

According to the Form 4, Dozier’s total shares of Class A Common Stock following the disposition transaction are shown as 0. The derivative summary is also empty, indicating no remaining reported stock options or derivative positions after the merger-related actions.

What does the $1.18 per share cash amount mean for United Homes Group (UHG) shareholders?

The filing states that each share of Class A Common Stock was canceled and converted into the right to receive $1.18 per share in cash, before tax withholding. This represents the merger consideration paid per share to equity holders whose stock was converted.